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Amendments

Title:

Securities and Exchange Act  CH

Amended Date: 2021.01.27 

Title: Securities and Exchange Law(2002.06.12)
Date:
Article 14-1  Public companies, securities exchanges, securities firms, and enterprises set forth in Article 18 shall establish financial and operational internal control systems.
 The Competent Authority may prescribe rules governing internal control systems of companies or enterprises under the preceding paragraph.
 A company or enterprise under Paragraph 1 shall file an Internal Control Declaration with the Competent Authority within four months of the close of each accounting year, unless approval otherwise has been granted by the Competent Authority.
Article 30  In its application for approval to publicly offer and issue securities, an issuer is required to submit a prospectus, in addition to those items already required by the Company Law.
 The information required to be supplied in the prospectus referred to in the proceeding Paragraph shall be prescribed by the Competent Authority.
 The provisions of Paragraph 1 shall apply mutatis mutandis where a company applies for listing on a stock exchange or trading over-the-counter trading of its securities; the rules governing the information required to be included in the prospectus shall be prescribed by the stock exchange and over-the-counter securities exchange, respectively, and submitted for approval by the Competent Authority.
Article 36-1  The Competent Authority shall prescribe rules governing the applicable scope, work procedures, required public announcements, required filings, and other matters for compliance for major financial or operational actions of public companies such as acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others, endorsements or guarantees for others, and disclosure of financial projections.
Article 37  Permission from the Competent Authority is required for a certified public accountant to audit and certify the financial reports referred to in Article 36; the criteria governing the said approval procedures shall be prescribed by the Competent Authority.
 Except as otherwise provided by the Certified Public Accountant Law or other laws, a certified public accountant conducting audit and certification under the preceding paragraph shall do so in compliance with the audit and certification rules promulgated by the Competent Authority.
 Depending upon the seriousness of mistake or omission committed by a certified public accountant in the certification of the financial reports referred to in Paragraph 1, the Competent Authority may impose any of the following sanctions:
 1.warning.
 2.suspension from practicing any certification under this Law for a period of two years.
 3.revocation of his/her certification permission.
 The financial reports referred to in Paragraph 1 of Article 36 shall be placed at the company's office and branch offices for the inspection or copying by the shareholders and creditors.
Article 178  Any person who commits any of the following offenses shall be punished with a fine of not less than NT$120,000 and not more than NT$600,000:
 1.Violation of the provisions of Paragraph 1 or Paragraph 3 of Article 14-1, Paragraph 1 or Paragraph 2 of Article 22-2, Paragraph 1, Paragraph 2 or Paragraph 4 of Article 25, Article 26-1, Paragraph 4 of Article 36, Article 41, Paragraph 1 of Article 43-1, Paragraphs 5 to 7 of Article 43-6, Article 58, Paragraph 1 of Article 69, Article 73, Article 77, Article 79, Article 141, Article 144, Paragraph 2 of Article 145, Article 147, Article 152 or Article 159.
 2.If any issuer or public tender offeror or related persons thereof, securities firm or its principals, securities dealers association, stock exchange, or any other enterprise referred to in Article 18 fails to submit account books, forms/statements, documents, or other reference or report materials within the time period specified in an order issued by the Competent Authority, or refuses or impedes the inspection initiated by the Competent Authority pursuant to the laws.
 3.If any issuer, public tender offeror, securities firm, securities dealers association, stock exchange, or any other enterprise referred to in Article 18 fails to comply with relevant rules in the preparation, submission, public announcement, maintenance, or storage of the account books, forms/statements, vouchers, financial reports or other relevant business documents as required by the laws, or as required by orders issued by the Competent Authority pursuant to the laws.
 4.If any person violates the shareholding percentage requirements of directors and supervisors of publicly issued companies prescribed by the Competent Authority in accordance with Paragraph 2 of Article 26, and the enforcement rules for auditing the shareholdings thereto.
 5.Violation of the provisions of Paragraph 2, Paragraph 4 through 7 of Article 28-2, and the matters prescribed by the Competent Authority in accordance with Paragraph 3 of Article 28-2.
 6. Violation of the provisions of Paragraph 1 of Article 43-2, Paragraph 1 of Article 43-3, Paragraph 1 of Article 43-5, or matters prescribed by the Competent Authority in accordance with Paragraph 4 of Article 43-1.
 Where any person who has committed the offenses referred to in Items 2 through 4 of the preceding Paragraph has been fined and ordered to comply within the time period prescribed by the Competent Authority but fails to comply within the specified period, the Competent Authority may order a new period for compliance and impose additional fines of not less than NT$240,000 and not more than NT$1,200,000 for each successive failure to comply until corrective action has been taken.